Wheeler REIT registers 673,971 shares in prospectus

Wheeler Real Estate Investment Trust, Inc. registered up to 673,971 shares of Common Stock pursuant to a Prospectus Supplement No. 1 to the March 20, 2026 prospectus.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. registered up to 673,971 shares of Common Stock pursuant to a Prospectus Supplement No. 1 to the March 20, 2026 prospectus.

The supplement attaches a Current Report on Form 8-K reporting that amended and restated warrants were exercised in whole on March 24, 2026, resulting in issuance of 172,075 shares of Common Stock to Magnetar-related investors (listed by name and share counts). The registration statement on Form S-11 (File No. 333-294263) was declared effective on March 20, 2026. The A&R Warrants expired on March 27, 2026, and the company states there are no outstanding warrants in its capital table following these exercises.

Insights

Securities Attorney

Registration updates resale capacity for warrants exercised by selling holders.

The Prospectus Supplement registers 673,971 shares of Common Stock for issuance upon exercise of warrants described in the base prospectus. The filing incorporates an 8-K showing full exercise of the amended warrants on March 24, 2026

Key qualifiers in the excerpt include the effective Form S-11 date (March 20, 2026) and the stated expiration of the A&R Warrants on March 27, 2026. Cash‑flow treatment and resale mechanics are described in the prospectus language and the supplement; purchasers should read the prospectus for distribution methods.

Capital Markets Analyst

Exercise converted warrants into 172,075 registered shares; capital table shows no remaining warrants.

The 8-K lists the Investors and the exact share issuances: Magnetar Structured Credit Fund LP 48,124, Magnetar Longhorn Fund LP 7,499, Magnetar Lake Credit Fund LLC 51,766, and two Purpose Alternative Credit Funds totaling 64,686, aggregating 172,075 shares.

These issued shares are registered under the effective S-11. The excerpt does not state any proceeds received by the issuer; subsequent filings will show any related cash flows or accounting entries.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What amount of Common Stock did WHLR register in the Prospectus Supplement?

The Prospectus Supplement registers up to 673,971 shares of Common Stock. This is stated on the supplement cover as the aggregate number of shares issuable upon exercise of the warrants described in the Prospectus.

How many shares were issued after the warrant exercises reported in the Form 8-K?

The Form 8-K reports issuance of 172,075 shares on March 24, 2026. The filing lists each Investor and the exact number of shares issued to them, aggregating to the stated total.

Are there any warrants outstanding after the reported exercises?

No. The filing states that as a result of the exercises there are no outstanding warrants in the company’s capital table following these transactions and exercises.

When was the registration statement declared effective?

The registration statement on Form S-11 (File No. 333-294263) was declared effective on March 20, 2026

Who received shares from the warrant exercises and how many did each receive?

Magnetar affiliates and Purpose Alternative Credit Funds received shares: Magnetar Structured Credit Fund LP 48,124, Magnetar Longhorn Fund LP 7,499, Magnetar Lake Credit Fund LLC 51,766, Purpose Alternative Credit Fund - F LLC 48,497, and Purpose Alternative Credit Fund - T LLC 16,189, totaling 172,075 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/26/2026 - 04:12 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 1

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated March 20, 2026)

Registration No. 333-294263

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.

We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on March 26, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is March 26, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): March 24, 2026

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Maryland

001-35713

45-2681082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

Item 8.01 Other Events

As previously disclosed, on February 19, 2026, common stock purchase warrants previously issued by Wheeler Real Estate Investment Trust, Inc. (the “Company”) to certain affiliates of Magnetar Financial LLC (together, the “Investors”) were amended and restated (as so amended, the “A&R Warrants”).

The A&R Warrants are exercisable, in whole or in part (and at any time), for an aggregate number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share.

The A&R Warrants expire on March 27, 2026.

The A&R Warrants were exercised in whole on March 24, 2026. Accordingly, the Company issued the Investors the number of shares of Common Stock opposite their names in the table below:

Investor			Percentage			Numbers of Shares of Common Stock Issued
Magnetar Structured Credit Fund LP			3.356		%	48,124
Magnetar Longhorn Fund LP			0.523		%	7,499
Magnetar Lake Credit Fund LLC			3.610		%	51,766
Purpose Alternative Credit Fund - F LLC			3.382		%	48,497
Purpose Alternative Credit Fund - T LLC			1.129		%	16,189
Total			12.000		%	172,075

The shares of Common Stock issued to the Investors are registered shares pursuant to the Company’s registration statement on Form S-11 (File No. 333-294263), which was declared effective on March 20, 2026.

As a result of these exercises, there are no outstanding warrants in the Company’s capital table.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:						/s/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President

Dated: March 26, 2026